UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.___)*
MariaDB plc
(Name of Issuer)
Ordinary Shares, $0.01 nominal value per share
(Title of Class of Securities)
G5920M100
(CUSIP Number)
December 16, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 8
CUSIP No. G5920M100
| 1. |
Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
Intel
Corporation | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power*
6,282,325 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power*
6,282,325 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person*
6,282,325 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)*
9.4% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| * | See Item 4 below. |
Page 2 of 8
CUSIP No. G5920M100
| 1. |
Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
Intel Capital
Corporation | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power*
6,282,325 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power*
6,282,325 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person*
6,282,325 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)*
9.4% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| * | See Item 4 below. |
Page 3 of 8
Item 1.
| (a) | Name of Issuer |
MariaDB plc
| (b) | Address of Issuer’s Principal Executive Offices |
699 Veterans Blvd
Redwood City, CA 94063
Item 2.
| (a) | Name of Person(s) Filing |
This statement is being filed jointly pursuant to §240.13d-1(k)(1) on behalf of each of the following persons (collectively, the “Reporting Persons”):
1. Intel Corporation
2. Intel Capital Corporation
| (b) | Address of Principal Business Office or, if none, Residence |
The principal business address of each of the Reporting Persons is as follows:
2200 Mission College Boulevard
Santa Clara, California 95054-1549
| (c) | Citizenship |
Delaware (for each of the Reporting Persons)
| (d) | Title of Class of Securities |
Ordinary Shares, $0.01 nominal value per share
| (e) | CUSIP Number |
G5920M100
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
Page 4 of 8
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 (the “Issuer”).
(a), (b), and (c)
| Reporting Persons |
Number of Shares With Sole Voting and Dispositive Power |
Number of Shares With Shared Voting and Dispositive Power |
Aggregate Number of Shares Beneficially Owned |
Percentage of Class Beneficially Owned(1) |
||||||||||||
| Intel Corporation |
0 | 6,282,325 | (2) | 6,282,325 | (2) | 9.4 | % | |||||||||
| Intel Capital Corporation |
0 | 6,282,325 | (3) | 6,282,325 | (3) | 9.4 | % | |||||||||
| (1) | Based upon information contained in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2022, reflecting 66,483,192 ordinary shares, nominal value $0.01 per share (“Ordinary Shares”) outstanding as of December 16, 2022. |
| (2) | Consists of 6,282,325 Ordinary Shares held of record by Intel Capital Corporation. Intel Capital Corporation is a direct or indirect wholly-owned subsidiary of Intel Corporation. Intel Corporation does not directly own any Ordinary Shares. Per the provisions of Rule 13d-3 under the Act, Intel Corporation may be deemed to beneficially own the reported Ordinary Shares. Intel Capital Corporation shares voting and dispositive power over its Ordinary Shares with Intel Corporation. |
| (3) | Intel Capital Corporation directly holds and beneficially owns 6,282,325 Ordinary Shares. Intel Corporation may be deemed to beneficially own the reported Ordinary Shares. Intel Capital Corporation and Intel Corporation share voting and dispositive power over the Ordinary Shares held by Intel Capital Corporation. |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 5 of 8
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 27, 2022
| INTEL CORPORATION |
| By: /s/ April Miller Boise |
| Name: April Miller Boise Title: Executive Vice President and Chief Legal Officer |
| INTEL CAPITAL CORPORATION |
| By: /s/ Tiffany D. Silva |
| Name: Tiffany D. Silva Title: Corporate Secretary |
Page 6 of 8
Exhibit Index
| Exhibit 1 | Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act. |
Page 7 of 8